Pricing Agreement for $10,000,000 Secured Medium Term Notes, Series A between South Jersey Gas Company and PaineWebber Incorporated

Summary

South Jersey Gas Company and PaineWebber Incorporated have entered into a pricing agreement for the sale of $10 million in Secured Medium Term Notes, Series A, maturing August 1, 2018, with a 7.97% interest rate. The notes are insured by Ambac Assurance Corporation and will be sold at 100% of principal, with a 0.75% commission. The agreement outlines payment, delivery, and insurance requirements, and is subject to the terms of a prior distribution agreement. Settlement is scheduled for July 5, 2000, in New York.

EX-1.2 3 0003.txt PRICING AGREEMENT Exhibit 1.2 SOUTH JERSEY GAS COMPANY Secured Medium Term Notes, Series A Due from One Year to Forty Years from Date of Issue PRICING AGREEMENT South Jersey Gas Company Number One South Jersey Plaza Route 54 Folsom, New Jersey 08037 June 29, 2000 Attention: Subject in all respects to the terms and conditions of the Distribution Agreement (the "Agreement") dated October 5, 1998, as amended on June 26, 2000 among PaineWebber Incorporated, First Union Securities, Inc. and Edward D. Jones & Co., L.P. and you, the undersigned agrees to the following: Secured Medium Term Notes, Series A 2000-1 Secured Medium Term Insured Notes Aggregate Principal Amount: $10,000,000. Interest Rate: 7.97%. Date of Maturity: August 1, 2018. Interest Payment Dates: February 1 and August 1, beginning on February 1, 2001. Regular Record Dates: January 15 and July 15. CUSIP: 83851M AC1 Insurance: The timely payment of the regularly scheduled principal and interest on the Notes will be insured by a financial guaranty insurance policy issued by Ambac Assurance Corporation that will be issued at the same time the Notes are delivered. Redemption Dates and Prices: N/A. Price to Public: 100.00% of principal amount. Commissions: 0.75% of principal amount. Proceeds to Company: 99.25% of prinicpal amount. Settlement Date and Time: Wednesday, July 5, 2000, 10:00 a.m., Eastern time. Place for Delivery of Notes and Payment Therefor: New York, New York. Wiring Instructions as follows: First Union National Bank ABA#0312-0146-7 Credit: South Jersey Gas Company Account# 2000001370494 Modification, if any, in the requirements to deliver the documents in Section 6(b) of the Agreement: Additional conditions to the obligations of PaineWebber Incorporated. (d) Opinion of counsel to Ambac Assurance Corporation ("Ambac"), dated the Closing Date. (e) Certificate of Ambac, dated the Closing Date. (f) Confirmation of the following ratings designations: Standard & Poors - "AAA". Moody's - "Aaa". (g) Delivery of executed insurance policy by Ambac. PAINEWEBBER INCORPORATED By: /s/ Case Korpan ---------------------------- Accepted: SOUTH JERSEY GAS COMPANY By: /s/ David A. Kindlick ---------------------------- Title: Senior Vice President ----------------------